In the wild grass weed

We just lay and hide

Watching the chemtrails cross the pink sky

Cause I don't really want to go home

to places where they keep time

to places where we'd never find

dandelions flying high

in the marmalade sky

Clem was tired. In all the angst and torment she had experienced thus far, never had it weighed down on her as much as it did now. The loss, pain and pure sorrow had plunged through her finally, turning her small bones into lead and she practically slumped against the smooth texture of the train-car. Curling into a tight ball, she leaned on the warm figure next to her. He was always so warm to her, that she soon no longer felt how numb she was. Feeling her against him, Lee lifted his arm so she could cuddle closer and she listened intently to the war-drum heart-beat that reminded her so much of her father's. But suddenly this made her even more sad and she focussed on the chud-chunk of the train passing over the tracks. And for now she would be content with that. Clementine didn't worry about the future as she slowly drifted off to sleep, she couldn't. That feeling would be over-whelming.

It was another shift. Lee saw this as the darkened light of the day washed over them through the patches of trees as the train rolled by. Sometimes he had to close his eyes against the glare because the train-car door was still swung open and he would be momentarily blinded. By he didn't really mind it, the rays almost warmed his face against the chilly air that encompassed them. No one else really seemed to mind it that much either. Well, the rest of the group didn't really seem to mind anything at the moment. Lee hated this. He hated the silence and he hated how he didn't know what to say that would help any of them. He was also furious at the fact that every pair of dull eyes was distant and downcast. It bothered him because he felt that the cracks in the group he had been trying to mend all along, had finally tore down. He couldn't see a way for them to move past them, hell, did they even want to? There would be no proper functioning again, nothing in their warped way of apocalyptic normalcy would remain.

Everything had changed so quickly and so dramatically, it made his head spin. Still, he was stubborn and reminded himself that he was the man who always picked up the pieces. Even if it was hopeless, he still had to give it a try. After all his teachings to Clementine about not giving up and maintaining the notion that things would get better, it would be awfully hypocritical of him not the believe it. A large part of him really did believe it, but an awfully powerful part of him who had just shot a child just felt like sulking and soaking in the extremely appropriate and popular feeling of depression. Fifteen tense more minutes went by just as quickly as the train did; and it took him all of that time to just figure out what he would do. It was obvious Clem was asleep next to him and so he slowly laid her down as he rose as carefully as the train would allow. Being the first movement they had seen in an hour, all eyes flickered to this sudden change in routine. Concerned that Clem might be cold, Lee looked doubtfully towards Chuck.

"Mind if I borrow that?" Lee asked, the first sound to be made as he gestured towards the blanket and pillow that was stuffed in Chuck's box. The old man smirked.

"Not a bit, she needs it more than me. I'm as toasty as a cake in the oven." he replied lowly and slow and in the type of tone that all of their minds had quickly gotten used to. Ben frowned slightly at his less-than-funny (and more embarrassing) reference.

Lee's half-smile was more out of manners than anything else.

"Yeah, well, ok then. Thanks." and he retrieved the items quickly because the slight shiver of Clem's hands was making him nervous. After he was sure Clem was taken care of, he looked around at the rest of them and sighed heavily.

"Anyone need something to eat? I know...it's been a long day." Lee asked and he gestured towards their supplies in the top corner of the train-car. It looked so pitiful that he felt ashamed for even asking. They all seemed to know what he was doing and turned him done quietly, but Chuck took the remaining candy from his pockets and practically forced them into Ben's mouth. For a second, the young man looked pleased as the sugar tickled his tongue and colored it a dark blue. But eventually it wore off, as everything does.

Chuck seemed ready to engage the others in conversation (and knew what Lee was attempting), so he talked quietly about the Georgia landscape they were traveling through and that gave Lee some reassurance. He noted Carley was the most quiet, even Ben was giving his own short comments on what Chuck was saying, and he was uncomfortable with the way she stared solemnly at the floor and how no expression crossed her face. Lee found himself desperately wanting to talk to her but he reminded himself that there was someone who needed his company more: Kenny. Guiltily, Lee regretted leaving him alone for such a long time. He had been caught up in his own exhaustion to think about his friend who was going through everything a million times worse than he was. Kenny was strong, he knew this, but with such a strength comes a concerning amount of unstableness. The man was hanging by less than a thread and Lee would do his best to make sure he held onto whatever was left. They wouldn't lose Kenny, that much seemed impossible to Lee. The idea was so odd that it felt weird stirring in his brain. But then again, he had never imagined they would lose Katjaa or Duck or Lilly or Mark, Doug, Larry...damn. The unpredictability of life now was terrifying. Swallowing a dense lump in his throat, Lee said he would check on things and left them all looking after him as he exited the train-car.

"There goes a man with too much on his plate." Chuck muttered to himself, but Ben was close and he heard him. Silently, he agreed.

Outside, it was oddly breathtaking. The enriched golden sky, highlighted by a creeping shade of night and twinkling stars was stunning. Cloudless, it looked even more piercing. His shadow stretched as he walked towards the cab, his footsteps clanking along the walk-way and his hand trailed along the cold railing. The loud sounds of the train cut off as he opened the cab door and shut it behind him, the first thing he observed was Kenny-still hunched over in his spindly chair and staring intently out the small hole in the tiny window. Lee would have to be the first to say something, but what the actual fuck would he say?

"See anything?" he asked, already knowing he hadn't. But secretly he envisioned Kenny's reply: "No buildings, no signs, no people or walkers, no UFOs or unicorns neither."

Instead he got a flat, "No." in response. That made him frown.

Lee took the time to make himself comfortable by the control-wall before he could frame a response without looking too pathetic.

"So-"

"Just stop." Kenny's words were quiet and a little harsh.

Confused, Lee raised his eyebrows slightly as Kenny turned to him with a small scowl.

"What?"

"I ain't no thirteen-year-old girl that needs her mommy to check up on her, Lee. I appreciate the support, but I think I'd rather be alone." he delivered with some annoyance that masked his discomfort. Because really this was a distraction from him thinking about the time he took Duck fishing for the first time or how it had felt when Katjaa said she would marry him. Every perfect moment in his life was teasing him, mocking him and reminding him that no moment would be perfect again. That left him angry and sad and dead.

But like Lee, Kenny was stubborn.

"I can't leave you alone at a time like this. So how are you holding up?" Lee insisted, damn the man to hell.

"You sure you wanna talk about my feelings right now?"

"Yes."

Kenny cursed him mentally, "Fine. I feel like shit, Lee. My wife and son are both dead and I have no fucking idea what to do. Are you going to give me my prescription now, doc?"

Lee knew that he lashed out when he was upset, and frankly he was glad that much hadn't changed. He welcomed it really.

"Not quite," Lee scoffed in amusement, "But we do know what to do. Savannah, the coast, finding a boat, the plan is still, well, the plan...isn't it?"

Kenny turned and looked hard out the window, he wasn't sure which way was up or done now. Fuck the plan for all he cared.

"Guess so. But I'd say there's one mighty big fucking kink in it."

Feeling that Kenny thought he was being insensitive, it took a few minutes for Lee to think of a reply.

"We're alive, we're still going. That's what matters." he broke the quiet in a rather low voice. Kenny turned to him with his eyes blazing.

"My family is dead, that fucking matters. You wouldn't understand, it's not like that sham you're runnin' with that little girl. When you lose real family, that's what hurts the goddamn most." he seethed, taking out his frustration at a man who was only trying to help. Realizing what he had said, Kenny was momentarily stunned into silence.

It was different hearing it from someone else. Lee knew he wasn't Clementine's real father, he had no illusions that he would take the place of her real parents. But for now, he thought he filled that empty slot of someone who would do anything to protect her and everything to do right by her. Calling that a sham, without taking into consideration how much he cared for her and his dedication, it hurt. It really hurt. Apparently his expression was pained because Kenny's face paled.

"Shit...I'm sorry, I didn't mean-"

"Yes," Lee's gaze was intense and made Kenny squirm with guilt,

"You did. But that's ok, because it doesn't matter what you think about me taking care of Clementine. I know that you feel like shit right now and I know what you're thinking: What's the point? After everything, what is the fucking point anymore? Well the point is this: we survive. We stick together and we live to see another day. We fight and we live and we hope things will get better because if we give up that, then there really is nothing left to live for."

For Clementine, Lee adds afterwards in his thoughts. I'm doing this for Clementine, always.

Kenny was silent and saw that Lee was breathless. He looked away, not wanting to feel the overwhelming sense of shame that he felt. He could almost picture Kat now, hoping for him and urging him to rise from the mud that he was drowning in. Duck called his name, asking him why he was breaking the promise he had made to both him and Katjaa. Every thought that had radiated inside Kenny's head were ones of ending it all, and he truly did wonder about the point of living now. But Lee was right. Goddamn it he was completely and utterly right that he almost resented the man for it, but he knew that it was envy he was really feeling. Because Lee had Clementine and Carley and hope of his own. Suddenly, he could feel that infectious burst of it rush through him and leave goose-bumps on his arms. Slowly, very slowly, a small smirk inched it's way onto Kenny's face.

"You don't really believe that crap do you?" he replied after what seemed like hours. Although he wouldn't admit it, Lee's answer needed to be a yes so that he could reassure everything.

All the doubt that the world had brought on his values had damaged him, fractured him even; but Lee was a man of strong vindiction. That was something he would never lose, his ability to believe in what was right.

"Yeah," he admitted, "I really do."

"Well, if that does it for ya, I got no problem with that." Kenny replied, but felt that the freight train of anguish eased a fraction off his chest (no pun intended by the way). Even if he was still angry and miserable: Lee had helped. It was progress.

"You know you're a real asshole, right?" Lee said, some old-times joking in his voice. And when he saw the old glint in Kenny's eye, it made him feel more than relieved.

"Yep."

Lee, having felt he had nothing more to say, sighed and eased off his wall position.

"Well, I'm going to go check on the others." he said curtly and closed the short gap towards the cab-door.

"I'll keep a look out for UFOs." Kenny replied, naturally sarcastic. And Lee laughed, the first real laugh he had since, well, he couldn't remember but he was pretty sure it was his nerves getting the best of him.

Flower petals on the highways

where jets fly

tickling my neck

when you said maybe we could take a ride

Cause I don't really want to go home

to places where they keep time

to places where we'd never find

Dandelions flying high

through the marmalade sky

Carley had left to get some fresh air. She had been too confined in the train-car, the walls began to haunt her with their absence of color and not too long after Lee had left- she had followed after him. Now she leaned against the railing, her face exposed to the cold breeze which whipped her short, brown, dirty hair to the side. The sky was really beautiful and she decided to concentrate on that.

She wasn't so bothered to hear metallic footsteps approach and felt remotely pleased when she identified who it was by the way he heavily exhaled. Lee leaned in the same position next to her, their shoulders inches from touching. For a moment they both simply just let a comfortable silence grow and studied the shift from day to night. Lee decided that his dawn would always be better and that quietly said something about him.

"How's he doing?" Carley said finally, sneaking a glance over Lee at the man in the cab. She would go to him later, but was counting on Lee's impression.

"Better. I think, I'm never sure- but I think...he's going to make it." he tilted his head to look at her and the sadness in her eyes glowed.

"That's good. I mean, Jesus," and she ran her thin fingers through her thick locks as she breathed the words.

"It's not easy, remember?" he replied quietly. No one could hear him anyways, they were totally alone now. Carley crossed her arms as she leaned against the chilly railing, her jacket taking the majority of the temperature. In even breaths she surveyed a flock of small birds against the sky.

"It's almost too hard." she admitted with the same level of voice as he had used. She was almost ashamed for saying it, showing her weak thoughts. But, really, how can she be as strong as she used to be after everything that had happened now? Lee understood but panic flooded through him.

"But you go through it. We all do. We take it: the pain, everything. It almost kills us, but we keep going."

She then sighed.

"I know," she said to him, "but how much farther can we go? Lee, I feel this group is coming apart and I don't know if we'll make it." her most inner troubles were coming out now, bubbling to the surface and she told him because she knew he was the only one who could really hear her.

Lee's brow furrowed as he looked at her, "We have to make it, there isn't any other option. Look, Carley, you can't do this to me."

She looked mildly confused, but said nothing as she looked away from him again. Suddenly she felt the distance between their shoulders close and it comforted her way more than what was healthy.

"I know it's been hard, and it's going to get even worse- that much will be guaranteed. But you have to promise me something." he waited for her to look at him again. She felt entranced.

"Lee, some promises are easier to keep than others." she replied after a moment of thought. And she looked at him and felt the need in his eyes. He needed her to promise him whatever it was- but how much could she really give?

"Just promise me that you'll never lose it."

"Lose what?"

"Hope." He knew what he was asking and what that demanded of her. But Carley had always been someone he could depend on, for anything. For her spirit, and everything that made her the way she was, to fade, was impossibly painful for him to accept. It was cheesy and maybe even a little repetitive, but made her eyes soften. He didn't want her to end up like Lilly, or Katjaa or anyone else who had broken under the suffocating pressure of their new world.

She chuckled shortly and smiled to herself, "You know you're good at this: instilling what's right in people who've gotten used to the wrong."

He scowled, wanting an answer. Carley stared at him for a few moments before meeting his gaze with confidence, "But I promise you, no matter how shitty and terrible things get, that I won't lose it."

Relieved because he can see it's true, Lee relaxed against her arm and looked out at the landscape with a ghost of a smirk on his face. It took her a second to realize that she had really meant it. Lee was right, something she trusted, and she also trusted that she could keep her promise.

"Good," he replied, "That's good."

Carley nudged him, something she didn't know she had missed.

"You know you're amazing, right?" she asked, curious to know the answer. His satisfied smirk faltered almost bashfully.

"So you tell me."

"You need to hear it more often." she told him honestly. It was certainly true that Lee did the most for the group. She admired him deeply, she always had.

"Hey, you're pretty amazing yourself," he replied, looking at her. "...and small." his teasing reminded them both of the motor-inn. She had told him previously not to call her small, because that related to being weak. But the warmth that bubbled underneath her skin wasn't all annoyance, she was sure it was due to the proximity of his face only a short distance from her own.

Her eyes turned into a steely, reptile green that flashed playfully.

"You know what they say: good things come in small packages. And I thought you weren't going to call me that again!"

He shrugged like it was nothing and looked away with an easy smirk, "I didn't promise I wouldn't."

"You like trying my patience, Lee Everett."

"That would imply you had some to begin with."

She feinted offence and he chuckled at her affronted expression. This was good, he thought, being with Carley so freely and wholly was relaxing. It was admirable really, to witness two people so alive with the presence of the other. Eventually they lapsed into a solid quiet, one that distilled the very air around them. Something was brewing, a storm of curiosity and wonder and excitement. It didn't take long before Lee felt her lay against him, her head eased onto his shoulder and she sighed quietly. The warmth of her encircled him and he suddenly remembered how she had been bathed in light before. Above all, Lee was happy she was so close because it reminded him of all the teasing, touches and smiles they had exchanged before.

Carley put her mind to rest. For once, she let all her concerns disperse for this one golden moment. Sadness that purged her, fear that possessed her, Carley simply wanted to feel alive again. And when she sighed and chose to not think about the bad, the thing she craved was to feel Lee Everett against her. The rough material of his jacket: the lining at the collar and the smell of pine and cold that was etched into every thread. Such simple things can have such a complex meaning. Heat flooding into her cheeks, she closed her eyes and listened to the chugging of the train.

"It won't be very comfortable sleeping tonight." Lee finally said, his mouth suddenly dry. Carley opened her eyes.

"It's never comfortable, really. Give me back my Tempur-pedic and I'll show you comfortable."

Understanding the potential meaning of her words, both of them smiled to themselves.

"Huh, it's so strange." he replied, she raised her head and looked at him curiously. Lee didn't flinch at how small the space between their faces was now.

"What is?" she asked.

He frowned, "To think of comfort; being comfortable. I mean, without a care in the world. Like before all this, when my biggest worry was grading papers."

It was so unbelievably strange to imagine the old times. Normal life, what was that like again?

Carley laughed, "I know what you mean. The world of commerce and frivolous necessity has been replaced with...well, all this."

"All this." Lee repeated to himself quietly, studying the sky again. Carley looked at him intently.

"Tell me something about that old world. What's your favorite color, for starters?" she asked randomly. Such questions carried no meaning now, but she felt that they should. At least she wanted them to. Lee was momentarily puzzled.

"What?" he replied with a keen smirk.

"Oh come on, something about you. I actually don't know much besides the brief history on printed page and what I was told. So who's the real Lee Everett?" she raised an eyebrow.

"Something tells me you're working on another report." he replied shortly, turning his gaze to the flitting landscape but her eyes stayed trained on his face with a teasing anxiousness. Lee didn't know why, but he felt oddly pleased that Carley wanted to know him, all of him, not just what she had reported on but what kind of a man he was. In truth, he wasn't so sure on the answer.

"We can pretend that I am, if that makes you more comfortable." she smiled widely, he scoffed.

"Alright, alright, hm, favorite color..." and Lee's smirk was so confident that Carley almost questioned what was so funny, "Purple."

She blinked and quickly blushed once she realized what he was referring to.

"It goes with everything." she agreed flatly and he smiled at her.

"What's yours?" he returned curiously. She raised a finger.

"Now hold on, I'm the one asking questions first. I promise after I'm done, you can counter."

His eyes softened followed by a curt nod. By the time they were done, Carley knew his favorite movies, books, authors, vacation spots and Lee found his throat dry from talking. Unknowingly, they had drifted closer and Carley's head now rested comfortably against his shoulder. She enjoyed probing him, learning more about this man who had captured her attention ten-fold. He was an outdoors guy who would rather spend a weekend pitching a tent than drinking at a bar or sulking at home with a book (though he was tempted), and she instinctively compared herself to him and discovered that they matched in all the right places.

When he started asking her questions, she found herself unprepared. Along with the normal ones, he snuck in questions such as what had she wanted to do with her life, other aspirations and failures she had encountered. Carley was surprised at how easy the answers rolled off her tongue after awhile and how impossibly good it felt to tell him. The bind intertwining them, she felt, had strengthened considerably. Trust was something they always had, but now it was held in place by something else; something that glowed and burned and gave them light in such a dark world. Something golden.

When the last question faded from Lee's lips, the two rested silently and watched the remaining evening light race across the sky. They were unaware of how both Chuck and Ben had ventured to check on them, or the sly look on Kenny's face when he glimpsed back at their laughter. In truth, it did them all good to hear someone happy.

Carley sighed, a brief puff of breath encircled her. Mindlessly, she shivered and shifted legs as they leaned against the railingstill. Concerned, Lee frowned.

"Are you cold?" he asked and she smiled shortly to let him now she was fine.

"I'm not warm and I'm not freezing." she replied, he still looked troubled.

"Winter is going to hit us hard."

"If we live to see it." she commented lowly but he caught it had gave her a look to which she felt a wave of guilt.

"Sorry, I didn't mean that. I'm just making morbid comments, it's one of my strong points."

"I think we're all kinda morbid these days." he added with a shrug. She eyed him strangely and he squirmed under her gaze.

"Except you." she said finally, her brow furrowed in concentration as she wondered at Lee's optimism. All his talk about hope...

"What do you-?"

"You're a guy who used to do crosswords for fun when he was eight and had a strange obsession with William Shatner through his teen years. You're also the kind of person that dedicates everything to protect one little girl and keep complete strangers safe, even if it puts your own life at risk. You're amazing, Lee Everett and unlike the rest of us, you're optimistic during all this: which makes you the most interesting man I think I've ever met." Her heart began to race at how his eyes glowed, and how captivating his presence was to her at that moment. Here was Lee Everett: murderer, man, friend, protector...like she had stated previously. We tend to always remember the bad and forget about the good. Instantly, her feelings towards Lee swelled inside her like a tide during a storm. He gave her hope and ignited something inside her that make it impossible not to believe that she would make it through this. Whatever lay ahead, she was confident they could make it through together.

He watched her: the way her cheery lips bitten by the cold parted, and how she leaned closer. Lee was frozen, because he knew what he wanted to do and what was coming.

Carley, Carley, Carley, the name softly sang in his mind as he beheld the image of her now, but somehow the name morphed into Tara, Tara, Tara.

No, he stopped everything right there. Her name was cursed and he would not think it at a time when he felt so blessed. Both women were utterly different in appearance: Carley was shorter, skinnier, with brown hair instead of black and had divine emerald eyes instead of cold grey ones that glistened like pebbles in a stream. Carley was truly interested in what he had to say, was independent and had a fire to her that went unmatched. She would not betray him, she trusted him and he trusted her more than anyone. Lee also came to the realization that what he felt right now, for this one woman, was something he had never experienced before. Tara was a ghost of his past, dissolving with the same gust of wind that had blown him towards Carley. Tara aggravated the animal in it's cage but Carley calmed it: she was the needle stitching him back together from where one woman ripped him apart.

Carley was one of his angels and he fully appreciated her halo now as he slowly leaned forward to meet her.

Sister don't run (don't run)

Brother don't cry (don't cry)

new pollution magnified

reflected in your eyes

Cause dandelions fly high

in the chemtrails sky

new pollution magnified

reflected in your eyes

Song: Chemtrails- Gardens and Villa (beautiful CarLee song)

Whoah guys, 300 reviews! I really wasn't waiting to update, I'm just busy and very lazy. I ain't gunna lie! Anyways, I hope you enjoyed this chapter, and yes the CARLEE kiss at the end. I wasn't going to get descriptive, I feel that these two need a moment to themselves. Just to point out, Tara is not Lee's ex's name. In fact, I don't think we were given one.

I need your help. Ok, so like you, I'm devastated over episode five and I'm not sure whether or not to keep the events the same. I'd really like your input on whether or not Lee should end up the way he did. I'm thinking of keeping Carley alive and ending this story, and when Season 2 comes out I will create another one to go along with that. Like, her and Christa and Omid searching for Clem...I'm not sure, so please leave a comment in the reviews.

Thanks, love you all!